UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2015
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland | 000-53533 | 98-0599916 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
10 Chemin de Blandonnet 1214 Vernier, Geneva Switzerland | CH-1214 | |
(Address of principal executive offices) | (zip code) | |
Registrant’s telephone number, including area code: +41 (22) 930-9000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Transocean Ltd. (the "Company") held an Extraordinary General Meeting of Shareholders on October 29, 2015, in Cham, Switzerland. The shareholders took action on the following matters during the Extraordinary General Meeting:
1. Par value reduction.
For | Against | Abstain | ||
221,765,204 | 14,476,966 | 4,034,544 | ||
This Item was approved.
2. Cancellation of shares repurchased under the Company's 2009 Share Repurchase Program.
For | Against | Abstain | ||
227,095,755 | 10,226,852 | 2,954,107 | ||
This Item was approved.
3. Cancellation of the third and fourth dividend installments pursuant to the dividend resolution adopted at the Company's 2015 Annual General Meeting.
For | Against | Abstain | ||
213,606,590 | 23,453,140 | 3,216,984 | ||
This Item was approved.
4. Election of Jeremy D. Thigpen as a Director for a term extending until the completion of the Company's next Annual General Meeting.
For | Against | Abstain | Broker Non-Votes | ||
146,507,210 | 5,077,949 | 1,693,258 | 86,998,287 | ||
This Item was approved.
Item 8.01 Other Events
On October 29, 2015, the Company issued a press release announcing the results of its Extraordinary General Meeting of Shareholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward Looking Statements
Statements included in this Current Report on Form 8-K and in the associated press release attached hereto and incorporated herein by reference regarding the results of the October 29, 2015 Extraordinary General Meeting of Shareholders that are not historical facts are forward looking statements. These statements involve risks and uncertainties including, but not limited to the operation of the Board of Directors, future elections, and other governance related items are detailed in risk factors and elsewhere in Transocean Ltd.'s Annual Report on Form 10-K for the year ended 2014, subsequent Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted
or expected. Transocean Ltd. disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The exhibit to this report furnished pursuant to item 8.01 is as follows:
Exhibit No. | Description | |||
99.1 | Press Release | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSOCEAN LTD. | ||
Date: October 29, 2015 | By | /s/ Jill S. Greene |
Jill S. Greene | ||
Authorized Person | ||
Index to Exhibits
Exhibit
Number Description
99.1 Press Release
 | Transocean Ltd. Investor Relations and Corporate Communications | ||
Analyst Contacts: | Bradley Alexander | News Release | |
+1 713-232-7515 | |||
Diane Vento | |||
+1 713-232-8015 | |||
Media Contact | Pam Easton | ||
+1 713-232-7647 | |||
Transocean Ltd. Shareholders Elect Jeremy D. Thigpen as Director
and Approve All Other Proposals at Extraordinary General Meeting
ZUG, SWITZERLAND-October 29, 2015-Transocean Ltd. (NYSE: RIG) (SIX: RIGN) announced that at today’s Extraordinary General Meeting shareholders elected Jeremy D. Thigpen, the company's President and Chief Executive Officer, as a member of the Board of Directors for a term extending until completion of the company’s 2016 Annual General Meeting.
Shareholders also approved all other proposals of the Board of Directors as follows:
• | The cancellation of the third and fourth installments of the dividend approved on May 15, 2015 at the company's annual general meeting; |
• | A reduction of the par value of each share of the company to CHF 0.10 from currently CHF 15; and |
• | The cancellation of all shares repurchased to date under the company's share repurchase program approved in 2009. |
The Board of Directors thanks shareholders for participating in this process and for their support of its proposals.
Forward-Looking Statements
The statements described in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements contain words such as "possible," "intend," "will," "if," "expect," or other similar expressions. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, other factors, including those and other risks discussed in the company's most recent Annual Report on Form 10-K for the year ended December 31, 2014 and in the company's other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company
or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors must rely on their own evaluation of Transocean Ltd. and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean Ltd.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services, and believes that it operates one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of, 62 mobile offshore drilling units consisting of 27 ultra-deepwater floaters, seven harsh-environment semisubmersibles, six deepwater floaters, 12 midwater semisubmersibles, and 10 high-specification jackups. In addition, the company has seven ultra-deepwater drillships and five high-specification jackups under construction.
For more information about Transocean, please visit: www.deepwater.com.